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ARTICLE I NAME, OFFICES AND PURPOSES
Section 1. Name and
Offices The name of the corporation shall be Capital Area
Woodturners, Inc., as specified in the Articles of Incorporation and
the principal office of the corporation shall be located at the address
of its then current Chairman of the Board of Directors/President if the
Chairman is a resident of Virginia. If the Chairman is not a resident
of Virginia, then the principal office shall be located at the
residence of such other director located in Virginia as the Board of
Directors may prescribe. The corporation may have such other offices
and may conduct its business at such other locations as the Board of
Directors may determine from time to time.
Section 2. Purposes
(A) The corporation is organized exclusively for educational
purposes within the meaning of section 501(c) (3) of the Internal
Revenue Code, and its mission is to educate woodturners, its members
and the public, in and about the art and craft of woodturning. This
purpose will be accomplished by encouraging, providing and facilitating
the establishment of training programs for woodturners; by
disseminating information about technique, safety, sources of material
and equipment; by exposing the art of woodturning to the public; and by
serving as a center of information about woodturning for members,
schools, galleries, and other interested groups and the general public.
(B) The corporation is organized exclusively for the
purposes set forth above, including, for such purposes, the making of
distributions of funds or educational materials to similar
organizations to the extent permitted by Section 501(c)(3) of the
Internal Revenue Code (or the corresponding section of any future
Federal tax Code.)
(C) To further the purposes set
forth herein, the corporation may engage in any lawful act or activity
for which nonprofit, nonstock corporations may be organized under the
laws of Virginia. The corporation shall have all of the powers granted
to corporations under the laws of the Commonwealth of Virginia.
(D) Notwithstanding any other provision of the Articles of
Incorporation or these Bylaws, the corporation shall not carry on any
activity nor exercise any power that is (1) not permitted or in
furtherance of the exempt purposes of organization as set forth in the
subsection of Section 501(c) of the Internal Revenue Code or any
amendment or recodification thereof, under which the corporation may
choose to qualify for exemption or (2) by a corporation, contributions
to which are deductible under Section 170 (c)(2) of the Internal
Revenue Code or any amendment or recodification thereof.
(E) No part of the activities of the corporation shall be devoted to
the carrying on of propaganda, or otherwise attempting to influence
legislation, and the corporation shall not participate in or intervene
in (including the publishing or distribution of statements) any
political campaign on behalf of any candidate for public office.
ARTICLE II
MEMBERSHIP, DUES AND VOTING RIGHTS
Section 1.
Membership and Voting Rights. The corporation shall have the classes
of membership with the voting rights and privileges as specified
herein. Any person, firm, organization or corporation engaged in
woodturning, or interested therein, may become a member of the
corporation as set forth in these bylaws. Any regular, family,
lifetime or honorary member shall be entitled to attend and participate
in all membership meetings, skill enhancement sessions, demonstrations,
symposia or other events sponsored by the corporation on such terms and
in accordance with such rules as the Board of Directors may prescribe.
Regular Membership - A regular member is any one person, business, or
corporation who practices woodturning as a profession or avocation or
is interested in woodturning. A regular member shall pay dues annually
at the rate established for regular membership, from time to time, by
the membership. A regular member shall have the right to one (1) vote
on any issue that may come before the membership pursuant to the
Articles of Incorporation or these Bylaws.
Family
Membership - A family membership is available to all people living
together in a household who practice woodturning as a profession or
avocation or are interested in woodturning. A family membership shall
pay dues annually at the rate established for family membership, from
time to time, by the membership. A family membership shall have the
right to no more than two (2) votes on any issue that may come before
the membership pursuant to the Articles of Incorporation or these
Bylaws regardless of the number of members in the family.
Lifetime Membership – A lifetime membership may be bestowed by the
Board of Directors on any individual who is a regular or family member
in recognition for long and exemplary services rendered to the
corporation or to the craft of woodturning. Lifetime members shall pay
no dues and shall not have the right to vote on any issue but shall be
entitled to all other privileges of membership on the same basis as
regular members.
Honorary Membership – An honorary
membership may be bestowed by the Board of Directors on any individual
who is not a regular or family member in recognition for long and
exemplary services rendered to the corporation or to the craft of
woodturning. Honorary members shall pay no dues and shall not have the
right to vote on any issue but shall be entitled to all other
privileges of membership on the same basis as regular members.
Section 2 Dues and Fees
The Board of Directors shall annually propose the rate of dues to be
charged to regular and family members which rate shall be approved by
the membership. Dues shall be due on such date as the Board of
Directors may prescribe. The Board of Directors may also establish
fees to be charged to members for video or equipment rentals or
attending or participating in special events and demonstrations,
including demonstrations that may occur at regular membership meetings.
Section 3 Default and Termination of Membership: When any regular or
family member shall be in default in the payment of dues for a period
of two months from the date on which such dues become due and payable,
his or her membership will thereupon be terminated.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers. The
affairs of the corporation shall be managed by its Board of Directors.
The members of the Board of Directors shall be officers of the
corporation as provided in these bylaws. The President of the
corporation shall serve as the chairman of the Board of Directors, the
Vice President of the corporation shall serve as vice chairman of the
Board of Directors.
Section 2. Number, Appointment,
Tenure and Removal. The directors of the corporation shall be not
fewer than five (5) individuals elected by the membership of the
corporation having voting rights. The initial Board of Directors shall
consist of seven (7) individuals as set forth in the Articles of
Incorporation. The Board of Directors shall be elected by an
affirmative vote of a majority of the membership at the annual
membership meeting and shall take office on January 1 of the following
calendar year. The number of directors constituting the Board of
Directors may be increased or decreased within the limits set forth
above by an affirmative vote of a majority of the membership. All
directors shall be regular or family members of the corporation.
The term of office for a director shall be one year or until the
election and qualification of his successor. Directors of the
corporation may be removed from office, with or without cause, by an
affirmative vote of the membership at a special membership meeting
called for that purpose.
Section 3. Meetings. The
Board of Directors shall meet at least once annually at such time,
place and location as the chairman of the Board of Directors may
designate. The Board of Directors may provide, by resolution, the time
and place for holding additional regular meetings without other notice
than such resolution.
Section 4. Special Meetings.
Special meetings of the Board of Directors may be called by, or at the
request of, the chairman or any two directors, and shall be held at the
principle office of the corporation or at such other place as the
directors may determine. Notice of any special meetings of the Board
of Directors shall be given at least five days previously thereto by
written notice, delivered personally, or sent by mail, telegram,
e-mail, or facsimile transmission to each director at his address as
shown by the records of the corporation. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail in a
sealed envelope so addressed, with postage thereon prepaid. Any
director may waive notice of any special meeting.
Section 5. Waiver of Notice. A director may waive notice of any
meeting. The attendance of a director at any meeting shall constitute
a waiver of notice of such meeting, except where a director attends a
meeting for the express and sole purpose of objection to the
transaction of any business because the meeting is not lawfully called
or convened. The business to be transacted at the meeting need not be
specified in the notice or waiver of notice of such meeting unless
specifically required by law or by these Bylaws.
Section 6. Quorum. A majority of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting of
the Board; but if less than a majority of the directors are present at
any meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.
Section 7. Board Decisions. The act of a majority of the directors
present at the meeting at which a quorum is present shall be the act of
the Board of Directors, unless the act of a greater number is required
by law or by these bylaws.
Section 8. Vacancies. Any
vacancy occurring in the Board of Directors of the corporation shall be
filled by appointment by the remaining members of the Board of
Directors.
Section 9. Compensation. The members
of the Board of Directors shall not receive any compensation for their
services, but the corporation may, by resolution, authorize the
reimbursement of directors for actual sums expended on behalf of the
corporation.
ARTICLE IV OFFICERS
Section 1. Officers. The officers of the
corporation shall be a President, a Vice-President, a Secretary, a
Treasurer, a Program Director, an Operations Director, and a Newsletter
Editor. The officers of the corporation shall be directors of the
corporation and shall have the authority and duties as prescribed
herein. The Board of Directors may appoint such other officers, who
shall not be directors, as it shall deem desirable. Such officers
shall have the authority and perform the duties as prescribed, from
time to time, by the Board of Directors.
Section 2.
Term of Office. The officers of the corporation shall be elected by
an affirmative vote of a majority of the membership at the annual
membership meeting and shall take office on January 1 of the following
calendar year. The term of office shall be one year. If the election
of officers is not held at such meeting, such election shall be held as
soon thereafter as is convenient. Each officer shall hold office until
his successor has been duly appointed and qualifies.
Section 3. Removal. Any officer elected by the membership may be
removed by an affirmative vote of a majority of the membership present
and voting at a special membership meeting called for that purpose,
whenever, in its judgment, the best interests of the corporation would
be served thereby. Any officer appointed by the Board of Directors may
be removed by the Board of Directors whenever, in its judgment, the
best interests of the corporation would be served thereby.
Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise, may be filled by
the Board of Directors for the unexpired portion of the term.
Section 5. Powers and Duties. The several officers shall have such
powers and shall perform such duties as may from time to time be
specified in resolutions or other directives of the Board of
Directors. In the absence of such specifications, each officer shall
have the powers and authority and shall perform and discharge the
duties of officers of the same title serving in nonprofit corporations
having the same or similar general purposes and objectives as this
corporation.
President - The President shall be the
principal executive officer of the corporation and shall serve as the
Chairman of the Board of Directors. The President shall supervise and
control the day to day business and affairs of the corporation and
shall conduct the corporation’s membership meetings.
Vice President - The Vice President shall conduct membership meetings
in the absence of the President and in the event of the President’s
death, inability, resignation or removal shall accede to the office of
President. The Vice President shall be in charge of membership
maintenance and shall perform such other duties as may be assigned by
the President or the Board of Directors.
Secretary – The
Secretary shall keep the minutes of the meetings of the Board of
Directors, officers and membership and see that all notices required by
law or these bylaws are duly provided. The Secretary shall maintain a
set of Standard Operational Policies that may from time to time be
approved by the membership. The set shall be keyed to the minutes of
the meeting at which the policy was adopted or modified. The Standard
Operational Policies shall be available to any member in good
standing. The Secretary shall perform all duties incident to the
office of Secretary and such other duties as may be assigned by the
President or the Board of Directors.
Treasurer – The
Treasurer shall collect all membership dues and fees and all other
moneys belonging to the corporation. The Treasurer shall keep current
and accurate books of account and records of all moneys that flow
through the corporation and disburse corporate funds only in accordance
with duly authorized expenditures. The Treasurer shall maintain a list
of all members and their current status. The Treasurer shall make a
verbal report of the status of the treasury at each membership meeting
and shall provide the Secretary and the Newsletter Editor with the
balance of the treasury and a list of the receipts and expenditures
since the last newsletter summary. The Treasurer shall provide the
President, and any other member the President may designate, a copy of
all expenditures and receipts made or received and an annotated copy of
the most recent bank statement. This report shall also be available to
any member in good standing. The Treasurer shall perform all duties
incident to the office of Treasurer and such other duties as may be
assigned by the President or the Board of Directors.
Program Director – The Program Director shall plan and organize
programs for each membership meeting and shall be the official contact
for all demonstrators presenting at the monthly membership meetings or
at special events sponsored by the corporation.
Operations
Director - The Operations Director shall be the liaison between the
corporation and administrators of the meeting facility for scheduling
monthly meetings, one or more monthly Skill Enhancement workshops,
demonstrator workshops, as required, and any other activity requiring
use of rooms at the facility.
The Operations Director shall
be responsible for the set up of all equipment for the regular
scheduled membership meetings and demonstrator workshops.
The
Operations Director shall be responsible for upkeep and maintenance of
all woodturning equipment, i.e., lathes, turning tools, chucks, band
saws, vacuum cleaners, compressor, etc, for their purchase or
replacement, and new equipment, as required.
The Operations
Director shall coordinate Skill Enhancement workshops. A sign-in sheet
will be maintained, shop fees will be collected, and safe working
conditions will be adhered to. The collected shop fees will be given to
the treasurer at the monthly meeting. All expenses for normal operation
of the woodshop shall be taken from the Skill Enhancement account such
as glue, band saw blades, new tools, grinding wheels, etc.
Newsletter Editor – The Newsletter Editor shall be responsible for
coordinating, composing, editing, producing and distributing the
newsletter to the membership and other selected recipients. The
newsletter shall assist the corporation in its purpose of educating
woodturners, members and the public, in and about the art and craft of
woodturning.
Section 6. Compensation. The officers
of the corporation shall not receive any compensation for their
services, but the corporation may, by resolution, authorize the
reimbursement of officers for actual sums expended on behalf of the
corporation.
ARTICLE V COMMITTEES
Section 1. Committees of Directors. The
Board of Directors, by resolution adopted by a majority of the
directors in office, may designate one or more committees, each of
which shall consist of two or more directors, which committees, to the
extent provided in such resolution, shall have and exercise the
authority of the Board of Directors in the management of the
corporation; but the designation of such committees and the delegation
thereto of authority shall not operate to relieve the Board of
Directors, or any individual director, of any responsibility imposed on
it or him by law.
Section 2. Other Committees. Other
committees not having and exercising the authority of the Board of
Directors in the management of the corporation may be designated by the
President.
ARTICLE VI CONTRACTS, CHECKS, DEPOSITS, AND GIFTS
Section 1.
Contracts. The Board of Directors may authorize any officer or
officers or agent or agents of the corporation, in addition to the
officers so authorized by these bylaws, to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or may be confined to
specific instances.
Section 2. Checks, Drafts, or
Orders. All checks, drafts, or orders for the payment of money,
notes, or other evidences of indebtedness issued in the name of the
corporation, shall be signed by such officer or officers or agent or
agents of the corporation, and in such manner as shall from time to
time be determined by resolution of the Board of Directors, in the
absence of such determination by the Board of Directors, such
instruments in amounts less than $2000 shall be signed by the Treasurer
and such instruments in amounts of $2000 or more shall be signed by the
Treasurer and countersigned by the President of the corporation.
Section 3. Deposits. All funds of the corporation shall be
deposited from time to time by the Treasurer to the credit of the
corporation in such banks, trust companies, or other depositories
insured by the FDIC or other federally insured corporation as the Board
of Directors may select.
Section 4. Gifts and
Grants. The Board of Directors may accept on behalf of the
corporation any contribution, grant, gift, bequest, or devise for any
purpose of the corporation.
ARTICLE VII
BUDGET AND FISCAL YEAR
Section 1. Budget. The Board
of Directors of the corporation shall annually prepare a proposed
budget for the next fiscal year which shall be submitted to the
membership for approval.
Section 2. Fiscal Year. The
fiscal year of the corporation shall begin on the first day of January
of each year and end at midnight on the 31st day of December of that
year. The Board of Directors may, by resolution, elect to change the
fiscal year to such other fiscal year if it determines that such change
is in the best interest of the corporation.
ARTICLE VIII MEMBERSHIP MEETINGS
Section 1. Annual Membership
Meeting. The annual membership meeting shall be held in October of
each year, or at such other time as the Board of Directors may
prescribe. The election of officers and directors shall occur at the
annual membership meeting and those elected shall take office the
following January 1. The Board of Directors shall use its best efforts
to give notice to the membership of a slate of candidates for office in
the newsletter immediately preceding the annual meeting. No other
notice shall be required, but additional notice may be provided at the
discretion of the Board of Directors. Additional nominations of
candidates for office shall be received from the floor.
Section 2. Quorum and Voting Requirements The presence in person or
by proxy of 25% of members of the corporation entitled to vote shall be
necessary to constitute a quorum for the transaction of business at the
annual membership meeting. Regular and family members are entitled to
vote as provided in these Bylaws if their dues are current. Election
shall be by affirmative vote of a majority of the members present and
voting.
Section 3. Proxies Every member of the
corporation entitled to vote at any regular, annual or special
membership meeting may vote by proxy. A proxy shall be in writing and
revocable at the pleasure of the member executing it. Unless the
duration of the proxy is specified, it shall be invalid after eleven
months from the date of its execution. The original proxy shall be
provided to the President or other officer conducting the meeting at
the time the votes are cast.
Section 4. Special
Membership Meetings Special membership meetings may be called by the
Board of Directors. Upon written request of 20% of the corporation’s
membership, the Board of Directors shall call a special meeting to
consider a specific subject. Notice of a special meeting shall be
published in the corporation’s newsletter, at least 30 days prior to
the date of the special meeting. The notice will show the time and
place of the meeting and will include a proposed agenda. Quorum and
voting requirements shall be the same as those for the annual
membership meeting.
Section 5. Regular Membership
Meetings The Board of Directors shall endeavor to conduct monthly
meetings for the membership at such time and location as they may
determine to assist the corporation in its purpose of educating
woodturners, members and the public, in and about the art and craft of
woodturning.
ARTICLE IX
SEAL
The Board of Directors may provide a corporate
seal, which may be circular in shape, with the words, Capital Area
Woodturners, Inc., around the circumference, and the word seal in the
center. The Board of Directors may, by resolution, designate such
other form of seal as it may, from time to time, specify.
ARTICLE X
WAIVER OF NOTICE
Whenever any notice is required to be
given under the provisions of law of the Commonwealth of Virginia, the
Articles of Incorporation, or the bylaws of the corporation, a waiver
thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be
deemed equivalent to the giving of such notice.
ARTICLE XI
INDEMNIFICATION
The Board of Directors may, by
resolution duly adopted, indemnify and advance expenses to any
director, officer or employee or agent of the corporation for any
liability or expenses incurred by that individual in good faith and in
his official capacity to the maximum extent permitted by law.
ARTICLE XII
NET PROFITS
The corporation is not operated for profit.
Any net profits earned by the corporation in excess of its costs and
expenses incurred and in excess of the corporation’s needs for both
capital and non-capital items shall be used by the corporation to
further its public educational purposes.
ARTICLE XIII
DISTRIBUTION IN THE EVENT OF TERMINATION
In the event of
the dissolution or termination of the corporation, no member, director,
officer or employee shall be entitled to any distribution or division
of its remaining property or proceeds, and any balance of the
corporation's property, received from any source, shall, after payment
of all debts and obligations of the corporation, be distributed
exclusively to one or more exempt organizations, with similar purposes,
in accordance with the provisions of Section 501 (c) (3) of the
Internal Revenue Code of 1954 as the same now exists or may, from time
to time, be amended.
ARTICLE XIV
AMENDMENT OF BYLAWS
These bylaws may be altered, amended
or repealed, and new bylaws may be adopted by a majority of the members
present at any regular membership meeting or at any annual or special
membership meeting, if at least fourteen (14) days notice is given in
the corporations newsletter of intention to alter, amend, or repeal or
to adopt new bylaws at such meeting.
ARTICLE XV
RELATIONSHIP WITH THE AMERICAN ASSOCIATION OF WOODTURNERS
The Capital Area Woodturners, Inc., is an official chapter of the
American Association of Woodturners, Inc., (AAW), a Section 501(c)(3)
nonprofit educational organization. The corporation will encourage its
members to become members of AAW. The AAW does not own or control the
corporation. The AAW, and its directors and officers, shall not be
responsible for any debts, obligations, liabilities or encumbrances of
the corporation. The Capital Area Woodturners, Inc. shall not be
responsible for any debts, obligations, liabilities or encumbrances of
the AAW. Neither the AAW nor the corporation shall have any legal
liability or responsibility for accidents that occur during events of
any kind sponsored by the other entity.
Pursuant to the authority
contained in the Virginia Nonstock Corporation Act, Section 13.1-801 et
seq.,
VA. Code Ann., we hereby associate to form a nonprofit, nonstock
corporation and file these Articles of Incorporation pursuant to the
laws of the Commonwealth of Virginia.
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